U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
x Quarterly report under Section 13, or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 31,1998
o Transition report under Section 13 or 15 (d) of the Exchange
Act
For the transition period from ____________ to _________________
Commission file number 33-10894
FORME CAPITAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2180652
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2415 Midway Suite 115, Carrollton, Texas 75006
(Address of Principal Executive Offices)
(972) 818-3443
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for past 90 days.
x Yes o No
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
o Yes o No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
11,500,000, common stock, $.001 par value.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Consolidated Balance
Sheets 3
Consolidated Statements of
Operations 4
Consolidated Statements of
Cash Flows 5
Notes to Consolidated
Financial Statements
(unaudited) 7
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 7
Part II OTHER INFORMATION 9
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
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July 31, 1997 April 31, 1998
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 89,238 $ 126,611
Loan Receivable 11,000 7,000
Prepaid expenses and deposits 7,307 1,283
Total current assets 107,546 134,894
PROPERTY AND EQUIPMENT - at cost:
Land 21,200 21,200
Buildings and improvements 241,350 241,350
Furniture, fixtures and equipment 2,700 -
262,550 262,550
Less accumulated depreciation (45,224) (41,333)
217,325 221,211
Available for sales securities including allowance for
change in market value of $500,000 23,500 - 578,053
TOTAL ASSETS $ 351,071 $356,111
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - related parties 4,000 4,000
Accrued expenses 15,898 9,200
Total current liabilities 19,898 13,200
LONG-TERM DEBT - related party 100,000 100,000
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 100,000,000
shares authorized:
21,495 shares of Series A
issued and outstanding 215 215
50,000 shares of Series B
issued and outstanding 500 500
466,571 shares of Series C
issued and outstanding 4,665 4,665
390,000 shares of Series D
issued and outstanding 3,900 3,900
Common stock $.001 par value, 25,000,000 shares
authorized 11,500,000 shares
issued and outstanding 11,500 11,500
Capital in excess of par value 821,861 775,205
Accumulative deficit (111,469) (53,075)
Unrealized gain (loss) on marketable securities (500,000) (500,000)
231,173 242,911
351,071 $356,111
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended
July 31,
1998 1997
REVENUES:
Rental income $ -0- 20,000
-0- 20,000
COSTS AND EXPENSES:
General and administrative 7,459 5,510
Depreciation 3,891 1,945
Interest expense 1,333 9,693
12,683 16,788
LOSS FROM OPERATIONS (12,683) 3,212
OTHER INCOME:
Interest income 946 131
NET PROFIT (LOSS) FROM OPERATIONS (11,737) 3,343
DIVIDENDS ON PREFERRED STOCK - (11,664)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $(11,737) $ (8,321)
NET PROFIT (LOSS) PER COMMON SHARE $(.001) $ (.0007)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,500,000 11,500,000
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended
July 31,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $(11,737) $ 3,343
Adjustments to reconcile net profit
to net cash from operating activities:
Depreciation and amortization 3,891 1,945
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
(Increase) decrease in prepaid expenses
and deposits (3,325) 748
Increase (decrease) accounts payable
and accrued expenses (2) 2,157
Net cash provided by
operating activities (11,173) 8,193
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,700) -0-
Purchase of marketable securities (23,500) -0-
Net cash from investing activities (26,200) -0-
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to preferred shareholder -0- (11,664)
Net cash used by financing activities -0- (11,664)
NET INCREASE (DECREASE) IN CASH (37,373) (13,978)
CASH AT BEGINNING OF PERIOD 126,611 20,191
CASH AT END OF PERIOD 89,238 $ 6,213
SUPPLEMENTAL INFORMATION:
Cash paid for interest $1,333 $ 9,693
Cash paid for taxes $ -0- $ -0-
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
have been included. These statements should be read in conjunction
with the audited financial statements and notes thereto included in
the Registrant's annual 10-KSB filing for the year ended April 30,
1998.
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
Registrant has limited operations consisting primarily of its office
rental property. As noted in the annual report, the office rental
building is under contract for sale and is expected to close at the
end of September, 1998. Total assets have decreased to $348,371 from
$356,111 at April 30, 1998. The decrease was due to a decrease in
cash and additional depreciation. There was a net loss of $(11,737)
as compared to a net loss of $(8,321) for the three months ended July
31, 1998 compared to the same period ended July 31, 1997. The loss
was due primarily to an increase in general and administrative
expense.
Liquidity and Capital Resources
The Registrant's cash resources and liquidity are extremely limited.
The Registrant has met its shortfall of funds from operation during
prior periods by borrowings from its Directors and entities
affiliated with its Directors.
The Registrant's present needs for liquidity principally relates to
its obligations for its working capital and the minimal requirements
for record keeping. If the sale of the office rental building does
not occur that building will require expenditures. The Registrant has
negligible liquid assets available for its continuing needs. At
present the Registrant has no material sources for external liquidity
other than loans from affiliated companies or its Directors, and in
the absence of any additional liquid resources, future cash
requirements will continue to be met through funds provided by the
Registrant's affiliated companies, or its Directors.
Year 2000 Issue
The Company is aware of the issues associated with the programming
code in existing computer systems as the year 2000 approaches. The
issue is whether computer systems will properly recognize date-
sensitive information when the year changes to 2000. Management is
currently assessing the year 2000 compliance issue. The Company will
expend necessary resources to assure that its computer systems are
reprogrammed in time to deal effectively with transactions in the
year 2000 and beyond. The Company presently believes that, with
modifications to existing software and conversions to new software,
the Year 2000 issue will not pose significant operational problems
for the Company's computer systems as so modified, converted or
replaced. The Company also believes that the cost of conversion,
modification or replacement will not have a material adverse effect
on the Company's financial condition or results of operations.
However, if such modifications and conversions are not completed
timely or third parties on which the Company relies are unable to
address this issue in a timely manner, the Year 2000 issue may have a
material impact on the operations of the Company.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(1) Articles of
Incorporation: Incorporated by reference to
Registration Statement filed
on April 10, 1987;
File No. 33-10894
(2) Bylaws: Incorporated by reference as
immediately above.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
FORME CAPITAL, INC.
(Registrant)
By:/s/ Daniel Wettreich
DANIEL WETTREICH, PRESIDENT
Date: September 14, 1998
[ARTICLE] 5
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<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] APR-30-1998
[PERIOD-END] JUL-31-1998
[CASH] 89238
[SECURITIES] 23500
[RECEIVABLES] 11000
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 107546
[PP&E] 262550
[DEPRECIATION] (45224)
[TOTAL-ASSETS] 351071
[CURRENT-LIABILITIES] 19898
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 9280
[COMMON] 11500
[OTHER-SE] 210392
[TOTAL-LIABILITY-AND-EQUITY] 351071
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 12683
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 1333
[INCOME-PRETAX] (11737)
[INCOME-TAX] (11737)
[INCOME-CONTINUING] (11737)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (11737)
[EPS-PRIMARY] (.001)
[EPS-DILUTED] (.001)
</TABLE>
